The "Governing Law and Jurisdiction" clause specifies which region's legal framework will be applied in interpreting and enforcing the terms of a contract and designates the location where any legal disputes will be resolved. This clause is crucial for determining procedural and substantive legal matters, ensuring both parties are aware of the legal standards and courts that will have authority in case of conflicts.
4. Governing Law and Jurisdiction. The governing law and jurisdiction set forth in Clause 10.13 of the Share Purchase Agreement will be the governing law and jurisdiction under this Agreement.
4.2 Governing law and jurisdiction The governing law and dispute resolution provision set forth in clause 21.4 (Governing law and jurisdiction) of the Facility Agreement apply to this deed as if set out in full in this deed and as if references in those clauses to ‘this agreement’ were to ‘this deed’.
20.Governing law and jurisdiction a.This Agreement, including any non-contractual obligations arising out of or in connection with this Agreement and any and all other agreements and instruments executed and other documents delivered pursuant hereto, are governed by and shall be construed in accordance with English law.
2 Governing law and Jurisdiction Clause 16 (Governing Law and Jurisdiction) of the Facility Agreement, as amended and supplemented by this Supplemental Letter, shall apply to this Supplemental Letter as if it were expressly incorporated in it.
4GOVERNING LAW AND JURISDICTION 4.1This provisions of Clause 25 (Governing Law and Jurisdiction) of the Original Facility Agreement apply to this Amendment Agreement as though they were set out in full in this Amendment Agreement.
Governing Law and Jurisdiction This Term Sheet and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles.
7.05 (Governing Law and Jurisdiction) Clause 12 (Governing Law and Jurisdiction) of the Original Agreement, shall apply to this Agreement as if it was expressly incorporated in this Agreement with any necessary modifications.
“SECTION 7.6 Governing Law and Jurisdiction. This Deposit Agreement and the Receipts shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Subject to the Depositary's rights under the third paragraph of this Section 7.6, the Company and the Depositary agree that the federal or state courts in the City of New York shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with this Deposit Agreement and, for such purposes, each irrevocably submits to the exclusive jurisdiction of such courts. Notwithstanding the above, the parties hereto agree that any judgment and/or order from any such New York court can be enforced in any court having jurisdiction thereof. The Company hereby irrevocably designates, appoints and empowers Cogency Global Inc. (the “Process Agent”), at 122 East 42nd Street, 18th Floor, New York, New York 10168, United States, as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.6. If for any reason the Process Agent shall cease to be available to act as such, the Company agrees to designate a new agent in the City of New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Process Agent (whether or not the appointment of such Process Agent shall for any reason prove to be ineffective or such Process Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.5 hereof. The Company agrees that the failure of the Process Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.”
(C) Governing law and jurisdiction (a) This variation agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and interpreted in accordance with the law of England and Wales. (b) The parties irrevocably agree that the courts of England and Wales have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of, or in connection with, this variation agreement or its subject matter or formation .
14 GOVERNING LAW AND JURISDICTION This Scheme and any non-contractual obligations arising out of or in connection with this Scheme shall be governed by, and this Scheme shall be construed in accordance with, the laws of Cayman Islands. The Cayman Court shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which may arise out of the Explanatory Statement or any provision of this Scheme or its implementation or out of any action taken or omitted to be taken under this Scheme or in connection with the administration of this Scheme. The U.S. Bankruptcy Court shall retain jurisdiction with respect to the enforcement, amendment or modification of the Chapter 15 Proceedings and the Chapter 15 Order. Each of the Scheme Creditors irrevocably submits to the jurisdiction of the Cayman Court for the purposes of clause 14.1, provided, however, that nothing in this clause 14 shall affect the validity of other provisions determining governing law and jurisdiction as between the Indenture Trustee, the Issuer and any of the Scheme Creditors, whether contained in any contract (which includes, without limitation, the Indenture and the Second Supplemental Indenture) or otherwise. For the avoidance of doubt, nothing in clause 14.1 shall affect (i) the ability of any Scheme Creditor or the Indenture Trustee to enforce any rights it may have under the Second Supplemental Indenture in accordance with the terms of such documents and (ii) the ability of the Issuer to enter into reorganization, liquidation or restructuring proceedings in any jurisdiction.
6. GOVERNING LAW AND JURISDICTION 6.1 Governing Law This Agreement shall be governed by and construed in accordance with the substantive laws of the Federal Republic of Germany. 6.2 Jurisdiction (a) The courts of Frankfurt am Main, Germany have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligations arising out of or in connection with this Agreement) (a “Dispute”). (b) The Parties agree that the courts of Frankfurt am Main, Germany are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.
9. Governing law and jurisdiction 9.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 9.2 Each party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this agreement or its subject matter or formation. Nothing in this clause shall limit the right of the Lender to take proceedings against the Borrower in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
12. GOVERNING LAW AND JURISDICTION 12.1 This Deed (and any non-contractual obligations arising out of or in connection with this Deed) shall be governed by and construed in accordance with English law. 12.2 Each party irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including any dispute relating to any non-contractual obligations arising out of or in connection with this Deed or any dispute regarding the existence or validity of this Deed) and that accordingly any proceedings arising out of or in connection with this Deed shall be brought in the courts of England. 12.3 Each party irrevocably submits to the jurisdiction of the English courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.
3.5 Governing law and jurisdiction (a) This Deed is governed by and must be construed in accordance with the laws of Victoria. (b) The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to this Deed, its performance or subject matter.
12. GOVERNING LAW AND JURISDICTION 12.1 This Deed (and any non-contractual obligations arising out of or in connection with this Deed) shall be governed by and construed in accordance with English law. 12.2 Each party irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including any dispute relating to any non-contractual obligations arising out of or in connection with this Deed or any dispute regarding the existence or validity of this Deed) and that accordingly any proceedings arising out of or in connection with this Deed shall be brought in the courts of England. 12.3 Each party irrevocably submits to the jurisdiction of the English courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.
7 GOVERNING LAW AND JURISDICTION 7.1 This Deed (including any dispute, claim or controversy arising out of, in connection with or relating to this Deed) shall be governed by, and construed in accordance with the laws of England and Wales, without giving effect to conflicts of laws principles that would result in the application of the law of any other state. 7.2 This Deed (including any dispute, claim or controversy arising out of, in connection with or relating to this Agreement) shall be subject to the exclusive jurisdiction of the English Courts and the parties irrevocably agree that any proceedings in respect of such claim or matter may be brought only in such court.
7. Governing law and jurisdiction 7.1 This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof. 7.2 Each of the Parties irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement (or any transaction contemplated by this Agreement). 7.3 Each of the Parties agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such Party and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue, and manner of service of process. Each Party hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement (or any transaction contemplated by this Agreement) in any jurisdiction or court, other than as provided herein. 7.4 Without limiting the foregoing, each Party agrees that service of process on such Party in accordance with Clause 5 shall be deemed effective service of process on such Party and each Party waives any further argument that such service is insufficient.
17.GOVERNING LAW AND JURISDICTION This Participation Plan shall be subject to, and governed by Swiss law (under the exclusion of its private international law statute and international treaties). Any dispute arising under or in connection with this Participation Plan shall be submitted, to the extent permitted by law, to the exclusive jurisdiction of the ordinary courts at the registered offices of the Company.
Governing Law and Jurisdiction are critical elements of a contract that define the legal framework under which the agreement will be interpreted and which courts will resolve any disputes. Essentially, this clause dictates which country’s or state’s laws will apply (the governing law) and where any legal proceedings (jurisdiction) will take place. Including a clear law and jurisdiction clause is essential to avoid ambiguity and ensure both parties understand the legal standards that will govern their relationship.
A Governing Law and Jurisdiction clause should be included in any contract involving parties from different jurisdictions or when the contract spans multiple legal territories. This is particularly important when dealing with cross-border agreements, as different countries may have vastly different legal systems. Specifying that the contract shall be governed by the laws of England or another jurisdiction, for example, provides certainty and can prevent costly legal disputes. It’s a way of establishing clarity on which legal system will apply, especially if the England and Wales law clause is commonly used in international agreements.
A typical Governing Law and Jurisdiction clause should specify the chosen legal system and the venue for any disputes. Here’s an example of how to write this clause:
Governing Law and Jurisdiction: This Agreement shall be governed by, and construed in accordance with, the laws of [Specified Jurisdiction], without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of [Specified Venue].
This format is widely used in contracts to ensure that both the governing law and the jurisdiction are explicitly agreed upon by all parties.
The phrase “this contract shall be governed by the laws of England” is commonly found in international contracts to ensure that the agreement adheres to English law. This clause clarifies that, regardless of where the parties are located or where the business activities take place, English law will be the governing law for interpreting the contract. It’s an effective way to bring consistency and predictability to agreements, especially in global commerce. English law is often chosen for its well-established legal system and robust contract law precedents.
An England and Wales law clause is a type of Governing Law and Jurisdiction clause that specifies that the contract will be interpreted and enforced under the laws of England and Wales. This clause is commonly used in contracts involving parties from different countries, as the legal system in England and Wales is widely recognized for its transparency and fairness. By including an England and Wales law clause, the parties can ensure that any disputes will be resolved in a jurisdiction that both sides consider reputable and reliable.
For instance, a typical England and Wales law clause may state:
This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales. Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of England and Wales.
You’ll typically find a Governing Law and Jurisdiction clause in a variety of contracts, including:
Including a well-drafted law and jurisdiction clause, such as one that specifies the agreement shall be governed by the laws of England, can help mitigate risks, create legal clarity, and ensure both parties know what to expect in the event of a dispute.
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